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Item 5. Market for Registrant’s Common Equity

2023-02-27 compared with 2022-03-01 · 18 added, 69 removed, 34 unchanged (72% of the section changed)

13 unchanged sentences

4th Quarter 206.40 163.60

As of February 14, 2022, there were 175 holders of record of our common stock.

As of February 1, 2023, there were approximately 200 holders of record of our common stock.

Because many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial holders.

3 unchanged sentences

Equity compensation plans approved by security holders (1)

— N/A 240,792

42,000 $ 265.00 1,295,300

(1) There are no securities to be issued under any equity compensation plans not approved by our security holders.

(2) The shares shown as being issuable under equity compensation plans exclude unvested restricted stock awards of 429,868 as all restricted stock awards are deemed to have been issued.

This number includes shares granted under our 2016 Long-Term Incentive Plan and 2022 Long-Term Incentive Plan.

(3) Our 2022 Long-Term Incentive Plan applies a fungible ratio such that a full-value award, such as a restricted stock grant or restricted stock unit grant, will be counted at two times its number for purposes of the plan limit.

2 unchanged sentences

We paid a quarterly dividend from 2015 through first quarter 2020 when we suspended all cash dividends upon the onset of the pandemic.

In addition, in connection with the Payroll Support Program Agreements we entered into with the Treasury, we are required to comply with the relevant provisions of the CARES Act, PSP Extension Act and PSP3, including those prohibiting the repurchase of common stock and the payment of cash dividends until September 30, 2022.

As a result, we have not paid any dividend since the quarterly dividend which was declared and paid in first quarter of 2020.

In addition, in connection with the Payroll Support Program Agreements we entered into with the Treasury, repurchases of common stock and the payment of cash dividends were prohibited through September 30, 2022.

We have yet to recommence any cash dividends.

Our Repurchases of Equity Securities

We agreed not to repurchase shares through September 30, 2022 in connection with receipt of financial support under the Payroll Support Program Agreements.

The following table reflects repurchases of our common stock during the fourth quarter of 2022:

Period Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of our Publicly Announced Plan Approximate Dollar Value of Shares that May yet be Purchased Under the Plans or Programs (in thousands) (2)

October 1,397 $ 72.99 None

November 308,449 78.41 308,449

December 69,106 81.29 69,080

Total 378,952 $ 78.92 377,529 $ 24,825

(1) Includes shares repurchased from employees who vested a portion of their restricted stock grants.

These share repurchases were made at the election of each employee pursuant to an offer to repurchase by us.

In each case, the shares repurchased constituted a portion of vested shares necessary to satisfy income tax withholding requirements.

(2) Represents the remaining dollar amount of open market purchases of our common stock which has been authorized by our board under a share repurchase program.

In January 2023, our board increased the stock repurchase authority to $100.0 million.

Stock Price Performance Graph

7 unchanged sentences

The stock price performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

Selected Financial Data

For the Year Ended December 31, Percent Change (5)

Operating statistics (unaudited):

2021 2020 2019 YoY Yo2Y

Total system statistics:

Passengers 13,637,405 8,623,984 15,012,149 58.1% (9.2)%

Available seat miles (ASMs) (thousands) 17,490,571 13,125,533 16,174,240 33.3 8.1

Operating expense per ASM (CASM) (cents) (1)

8.26 9.68 9.13 (14.7) (9.5)

Fuel expense per ASM (cents) 2.52 1.69 2.65 49.1 (4.9)

Operating CASM, excluding fuel (cents) (1)

5.74 7.99 6.48 (28.2) (11.4)

ASMs per gallon of fuel 85.4 87.8 82.3 (2.7) 3.7

Departures 117,047 87,955 110,542 33.1 5.9

Block hours 264,628 196,849 248,513 34.4 6.5

Average stage length (miles) 856 862 855 (0.7) 0.1

Average number of operating aircraft during period 103.0 97.4 85.6 5.7 20.3

Average block hours per aircraft per day 7.0 5.9 8.0 18.6 (12.5)

Full-time equivalent employees at end of period 4,458 3,863 4,363 15.4 2.2

Fuel gallons consumed (thousands) 204,689 149,479 196,442 36.9 4.2

Average fuel cost per gallon $ 2.15 $ 1.48 $ 2.18 45.3 (1.4)

Scheduled service statistics:

Passengers 13,509,544 8,553,623 14,823,267 57.9 (8.9)

Revenue passenger miles (RPMs) (thousands) 11,963,715 7,626,470 13,038,003 56.9 (8.2)

Available seat miles (ASMs) (thousands) 17,027,902 12,814,080 15,545,818 32.9 9.5

Load factor 70.3 % 59.5 % 83.9 % 10.8 (13.6)

Departures 113,121 85,276 105,690 32.7 7.0

Block hours 256,991 191,732 238,361 34.0 7.8

Average seats per departure 174.2 172.8 171.1 0.8 1.8

Yield (cents) (3)

6.61 5.88 7.00 12.4 (5.6)

Total passenger revenue per ASM (TRASM) (cents) (2)

9.78 7.40 11.28 32.2 (13.3)

Average fare - scheduled service (4)

$ 58.50 $ 52.45 $ 61.58 11.5 (5.0)

Average fare - air-related charges (4)

$ 58.33 $ 53.02 $ 51.96 10.0 12.3

Average fare - third party products $ 6.40 $ 5.43 $ 4.72 17.9 35.6

Average fare - total $ 123.24 $ 110.91 $ 118.26 11.1 4.2

Average stage length (miles) 862 867 859 (0.6) 0.3

Fuel gallons consumed (thousands) 198,891 145,528 188,596 36.7 5.5

Average fuel cost per gallon $ 2.13 $ 1.48 $ 2.18 43.9 (2.3)

Rental car days sold 1,361,123 1,132,173 1,921,930 20.2 (29.2)

Hotel room nights sold 261,158 199,059 415,593 31.2 (37.2)

Percent of sales through website during period 94.7 % 93.1 % 93.3 % 1.6 1.5

Includes effect of special items in the years 2020 and 2021.

Various components of this measure do not have a direct correlation to ASMs.

These figures are provided on a per ASM basis so as to facilitate comparisons with airlines reporting costs and revenues on a per ASM basis.

Defined as scheduled service revenue divided by revenue passenger miles.

Reflects division of passenger revenue between scheduled service and air-related charges in our booking path.

Except load factor and percent of sales through website, which is percentage point change.

The following terms used in this section and elsewhere in this annual report have the meanings indicated below:

“ Available seat miles ” or “ ASMs ” represents the number of seats available for passengers multiplied by the number of miles the seats are flown.

“ Average fuel cost per gallon ” represents total aircraft fuel expense for our total system divided by the total number of fuel gallons consumed in our total system.

“ Average stage length ” represents the average number of miles flown per flight.

“Block hours” represents the number of hours during which the aircraft is in revenue service, measured from the time of gate departure until the time of gate arrival at the destination.

“ Load factor ” represents the percentage of aircraft seating capacity utilized (revenue passenger miles divided by available seat miles).

“ Operating expense per ASM ” or “ CASM ” represents operating expenses divided by total system available seat miles.

“ Operating CASM, excluding fuel ” represents operating expenses, less aircraft fuel expense, divided by total system available seat miles.

This statistic provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility.

Both the cost and availability of fuel are subject to many economic and political factors and therefore are beyond our control.

“ Passengers ” represents the total number of passengers flown on all flight segments.

“ Revenue passenger miles ” or “RPMs” represents the number of miles flown by revenue passengers.

“Total passenger revenue per ASM” or “TRASM” represents total passenger revenue divided by scheduled service available seat miles.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity